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|   | (b) | Each Indemnified Claim as to which Lessee has acknowledged in writing it would be required to indemnify the Indemnitee(s) under Section 10.1(a) (except to the extent that the final
determination of such contest demonstrates that such Indemnified Claim is covered by an exception in Section 10.1(c) hereof), if reasonably requested by Lessee, be contested by the Indemnitee in good faith by appropriate proceedings, provided that
Lessee shall indemnify such Indemnitee in respect of the reasonable out-of-pocket fees, costs or expenses actually incurred by such Indemnitee in conducting such contest and the amount of any interest or penalties which are required to be paid as a
result of contesting such Indemnified Claim, and provided further that such contest proceedings would not result in any material risk of the sale, forfeiture or other loss of the Aircraft or any interest therein or any risk of criminal liability on
the part of such Indemnitee. Lessee shall be entitled to assume responsibility for and control of the defense of any Indemnified Claim in respect of which any Indemnitee makes or intends to make a claim against Lessee for indemnity pursuant to this
Section 10, and as to which Lessee has acknowledged in writing its responsibility for hereunder, provided that (i) the legal counsel retained by Lessee for such purpose is reasonably acceptable to Lessor, (ii) the judicial or administrative
proceeding either (A) involves solely the Indemnified Claim or (B) involves the Indemnified Claim and other claims, but the Indemnified Claim may be and is severed from the other claims (at Lessee’s cost and expense, including reimbursement of